YOC AG approves capital increase / planned cash inflow of up to EUR 1.3 million / Preliminary figures for financial year 2012 and outlook
Ad hoc announcement pursuant to Section 15 WpHG
[German Securities Trading Act]
YOC AG approves capital increase / planned cash inflow of up to EUR 1.3 million
Preliminary figures for financial year 2012 and outlook
Berlin, 17 April 2013, 20:32
Today, the Management Board and Supervisory Board of YOC AG (Frankfurt, Prime Standard, ISIN DE0005932735) passed a resolution to perform a capital increase from authorised capital. The plan is to increase the company’s share capital by up to EUR 258,500 in exchange for cash contributions by issuing up to 258,500 new no par value bearer shares. The new shares will be subscribed to by Close Brothers Seydler Bank AG and will be offered to shareholders for subscription. The subscription period for shareholders will run from 23 April to 7 May 2013. The subscription price is set at EUR 5.00. The proceeds from the capital increase are meant to strengthen the equity basis of YOC AG. The company views this as another step towards financing its dynamic business, which showed healthy performance in the first quarter of 2013.
The company intends to offer the new shares to shareholders at a ratio of 11:1 (i.e. eleven existing shares entitle the holder to subscribe to one new share) at the subscription price of EUR 5.00. Company shareholders and investors will also have an opportunity to subscribe for or make a purchase offer for new shares that were not subscribed for within the subscription period.
The new shares are expected to be admitted to trading on the regulated market (Prime Standard) at the Frankfurt Stock Exchange on 22 May 2013. The new shares are expected to be included in the existing listing at the aforementioned stock exchange on 23 May 2013.
New shares that were not subscribed through the subscription offer will be offered, within the scope of private placements, to qualified investors in certain jurisdictions outside the United States of America (USA), on the basis of Regulation S of the U.S. Securities Act 1933 as amended (with the exception of Japan, Canada and Australia). The price per share will not fall below EUR 5.00.
According to preliminary calculations compliant with IFRS, YOC AG has generated revenue for the Group in the amount of EUR 34.6 million in the financial year 2012 compared to EUR 32.1 million the previous year, with consolidated sales and operating revenue of EUR 36.6 million compared to EUR 33.8 million the previous year. EBITDA amounted to EUR -3.2 million (previous year: EUR -3.0 million). Amortisations in the amount of EUR 7.2 million compared to EUR 6.4 million the previous year led to an operating result totalling EUR -10.4 million (2011: EUR -9.4 million). This includes both amortisations of EUR 1.5 million and impairments of EUR 5.7 million as a result of write-downs on goodwill, self-developed software, brands and customer bases. With regard to the sale of the segment Mobile Technology, negotiations are currently being conducted exclusively with one interested party, whereby the company does not expect the proceeds of the sale to be less than the asset value of the involvement. If and when the sale can be closed is still open at this time.
The 2012 annual report will be published on 30 April 2013.
This ad-hoc announcement constitutes neither an offer to sell nor a solicitation to buy securities. The information in this announcement is neither intended for transmission to the United States of America (USA) nor for use within the USA (including its territories and possessions, any State of the United States, and the District of Columbia) and may not be distributed or passed on to U.S. persons (as defined in Regulation S of the U.S. Securities Act of 1933 as amended) or publications with a general circulation in the USA. This announcement constitutes neither an offering nor a solicitation to buy securities in the USA. The securities of YOC AG are not registered and will not be registered in accordance with the provisions in the Securities Act and may not be sold, offered or delivered in the USA or to a U.S. person without prior registration or exemption from the registration requirements. No public offering will be made for securities in the USA.
This ad hoc announcement contains statements regarding future developments that are based on current evaluations and are made to the best knowledge of the management of YOC AG. Such statements with regard to future developments are subject to known and unknown risks, uncertainties and other factors that could cause the profit situation, profitability, value development or the performance of YOC AG to diverge from the profit situation, profitability, value development or performance that are expressly or implicitly assumed or described in the statements concerned. In view of the risks and uncertainties and other factors, readers of this ad hoc announcement should not rely on such statements to a disproportionate extent. YOC AG has no obligation to act in keeping with such statements regarding future developments or to alter its actions to accommodate future events and developments.
Berlin, 17 April 2013
– – The Management Board –
End of ad hoc announcement
Christina von Grauvogl